<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 26, 1999
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
------------- ----------------
Commission File Number 0-25150
STRATTEC SECURITY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
WISCONSIN 39-1804239
(State of Incorporation) (I.R.S. Employer Identification No.)
3333 WEST GOOD HOPE ROAD, MILWAUKEE, WI 53209
(Address of Principal Executive Offices)
(414) 247-3333
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Common stock, par value $0.01 per share: 4,701,836 shares outstanding as of
December 26, 1999.
<PAGE> 2
STRATTEC SECURITY CORPORATION
FORM 10-Q
December 26, 1999
INDEX
Page
----
Part I - FINANCIAL INFORMATION
Item 1 Consolidated Statements of Income 3
Consolidated Balance Sheets 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
Item 2 Management's Discussion and Analysis of Results
of Operations and Financial Condition 7-10
Item 3 Quantitative and Qualitative Disclosures About Market Risk 10
Part II - OTHER INFORMATION
Item 1 Legal Proceedings 11
Item 2 Changes in Securities and Use of Proceeds 11
Item 3 Defaults Upon Senior Securities 11
Item 4 Submission of Matters to a Vote of Security Holders 11
Item 5 Other Information 11
Item 6 Exhibits and Reports on Form 8-K 11
2
<PAGE> 3
Item 1 Financial Statements
STRATTEC SECURITY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------ ----------------
December 26, December 27, December 26, December 27,
1999 1998 1999 1998
--------------- ---------------- --------------- ---------------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Net sales $ 56,726 $ 54,529 $ 106,393 $ 94,891
Cost of goods sold 43,977 42,156 82,956 73,683
--------------- --------------- --------------- ---------------
Gross profit 12,749 12,373 23,437 21,208
Engineering, selling and administrative
expenses 4,895 5,030 9,783 9,716
-------------- --------------- --------------- ---------------
Income from operations 7,854 7,343 13,654 11,492
Interest income 291 232 679 476
Interest expense - - - -
Other income (expense), net (41) (55) (149) 17
--------------- --------------- --------------- ---------------
Income before provision for income taxes 8,104 7,520 14,184 11,985
Provision for income taxes 3,160 2,858 5,532 4,510
--------------- --------------- --------------- ---------------
Net income $ 4,944 $ 4,662 $ 8,652 $ 7,475
=============== =============== =============== ===============
Earnings per share:
Basic $ 0.98 $ 0.83 $ 1.64 $ 1.32
=============== =============== =============== ===============
Diluted $ 0.95 $ 0.81 $ 1.60 $ 1.29
=============== =============== =============== ===============
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
3
<PAGE> 4
STRATTEC SECURITY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands)
<TABLE>
<CAPTION>
December 26, June 27,
1999 1999
-------------- ---------------
(unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 10,475 $ 28,611
Receivables, net 30,101 36,063
Inventories-
Finished products 3,554 4,439
Work in process 14,275 11,145
Raw materials 971 774
LIFO adjustment (2,495) (2,554)
------------- --------------
Total inventories 16,305 13,804
Customer tooling in progress 4,035 3,758
Other current assets 5,582 5,047
------------- --------------
Total current assets 66,498 87,283
Property, plant and equipment 85,396 81,519
Less: accumulated depreciation 44,098 40,608
------------- --------------
Net property, plant and equipment 41,298 40,911
------------- --------------
$ 107,796 $ 128,194
============= ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 21,432 $ 17,386
Environmental 2,813 2,820
Other accrued liabilities 9,196 12,216
------------- --------------
Total current liabilities 33,441 32,422
Deferred Income Taxes 512 512
Accrued pension and postretirement obligations 13,112 12,915
Shareholders' equity:
Common stock, authorized 12,000,000 shares $.01 par value,
issued 6,000,001 shares at December 26, 1999, and
5,945,298 shares at June 27, 1999 60 59
Capital in excess of par value 45,272 43,999
Retained earnings 58,103 49,451
Cumulative translation adjustments (2,056) (2,081)
Less: treasury stock, at cost (1,298,165 shares at December 26,
1999 and 378,788 shares at June 27, 1999) (40,648) (9,083)
------------- --------------
Total shareholders' equity 60,731 82,345
------------- --------------
$ 107,796 $ 128,194
============= ==============
</TABLE>
The accompanying notes are an integral part of these consolidated balance
sheets.
4
<PAGE> 5
STRATTEC SECURITY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
<TABLE>
<CAPTION>
Six Months Ended
----------------
December 26, December 27,
1999 1998
------------- --------------
(unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 8,652 $ 7,475
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation 3,735 3,481
Change in operating assets and liabilities:
(Increase) decrease in receivables 5,966 (4,590)
Increase in inventories (2,501) (749)
Increase in other assets (813) (475)
Increase in accounts payable and
accrued liabilities 1,201 4,166
Other, net 242 68
------------- --------------
Net cash provided by operating activities 16,482 9,376
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment (4,326) (3,801)
------------- --------------
Net cash used in investing activities (4,326) (3,801)
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury stock (31,590) (3,230)
Exercise of stock options 1,298 438
------------- --------------
Net cash used in financing activities (30,292) (2,792)
------------- --------------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (18,136) 2,783
CASH AND CASH EQUIVALENTS
Beginning of period 28,611 14,754
------------- --------------
End of period $ 10,475 $ 17,537
============= ==============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Income taxes paid $ 4,931 $ 3,421
Interest paid - -
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
5
<PAGE> 6
STRATTEC SECURITY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF FINANCIAL STATEMENTS
STRATTEC SECURITY CORPORATION (the "Company") designs, develops,
manufactures and markets mechanical locks, electro-mechanical locks and related
security products for major automotive manufacturers. The accompanying financial
statements reflect the consolidated results of the Company, its wholly owned
Mexican subsidiary, and its foreign sales corporation.
In the opinion of management, the accompanying unaudited financial
statements contain all adjustments which are of a normal recurring nature,
necessary to present fairly the financial position as of December 26, 1999, and
the results of operations and cash flows for the period then ended. All
significant intercompany transactions have been eliminated. Interim financial
results are not necessarily indicative of operating results for an entire year.
Certain amounts previously reported have been reclassified to conform to
the December 26, 1999 presentation.
EARNINGS PER SHARE (EPS)
A reconciliation of the components of the basic and diluted per-share
computations follows (in thousands, except per share amounts):
<TABLE>
<CAPTION>
Six Months Ended
----------------
December 26, 1999 December 27, 1998
----------------- -----------------
Net Per-Share Net Per-Share
Income Shares Amount Income Shares Amount
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Basic Earnings Per Share $8,652 5,269 $1.64 $7,475 5,657 $1.32
===== =====
Stock Options 155 153
----- -----
Diluted Earnings Per Share $8,652 5,424 $1.60 $7,475 5,810 $1.29
===== ===== ===== =====
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended
------------------
December 26, 1999 December 27, 1998
----------------- -----------------
Net Per-Share Net Per-Share
Income Shares Amount Income Shares Amount
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Basic Earnings Per Share $4,944 5,026 $0.98 $4,662 5,613 $0.83
===== =====
Stock Options 151 146
----- -----
Diluted Earnings Per Share $4,944 5,177 $0.95 $4,662 5,759 $0.81
===== ===== ===== =====
</TABLE>
Options to purchase 163,623 shares of common stock at prices
ranging from $35.97 to $45.79 per share and 185,070 shares of common stock at
prices ranging from $27.63 to $37.88 per share were outstanding as of December
26, 1999, and December 27, 1998, respectively, but were not included in the
computation of diluted EPS because the options' exercise prices were greater
than the average market price of the common shares.
COMPREHENSIVE INCOME
The following table presents the Company's comprehensive income (in
thousands):
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------ ----------------
December 26, 1999 December 27, 1998 December 26, 1999 December 27, 1998
----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Net Income $4,944 $4,662 $8,652 $7,475
Change in Cumulative Translation
Adjustments, net (59) - 25 -
------ ------ ------ ------
Total Comprehensive Income $4,885 $4,662 $8,677 $7,475
====== ====== ====== ======
</TABLE>
6
<PAGE> 7
Item 2
STRATTEC SECURITY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The following Management's Discussion and Analysis should be read in
conjunction with the Company's accompanying Financial Statements and Notes
thereto and the Company's 1999 Annual Report. Unless otherwise indicated, all
references to years refer to fiscal years.
Analysis of Results of Operations
Three months ended December 26, 1999 compared to the three months ended
December 27, 1998
Net sales for the three months ended December 26, 1999 were $56.7 million,
an increase of 4 percent compared to net sales of $54.5 million for the three
months ended December 27, 1998. During the current quarter, sales to General
Motors Corporation and Delphi Automotive Corporation were $26.4 million, an
increase of 2 percent over very strong sales levels in the prior year quarter
following the settlement of General Motors Corporation's labor disruption during
the summer of 1998. Sales to the Ford Motor Company were comparable to the prior
year quarter levels due to a combination of model mix changes and lower
Taurus/Sable production. Sales to DaimlerChrysler Corporation increased 18
percent to $8.9 million. The increase was primarily due to increased vehicle
production schedules and higher value mechanical and electrical content in the
locksets the Company supplies. Sales to Mitsubishi Motor Manufacturing of
America increased to $2.2 million compared to $600,000 in the prior year
quarter. This increase is due to the Company supplying locksets on the newly
introduced Mitsubishi Eclipse.
Gross profit as a percentage of net sales was 22.5 percent in the current
quarter compared to 22.7 percent in the prior year quarter. The lower gross
margin is the result of several factors including plant rearrangement costs
associated with the Milwaukee facility, product mix and increased U.S. dollar
costs at the Company's Mexico assembly facility. The increased U.S. dollar costs
are the result of the appreciation of the Mexican peso and higher wage inflation
in comparison to the prior year quarter. The inflation rate in Mexico for the 12
months ended December 1999 was approximately 13 percent while the U.S.
dollar/Mexican peso exchange rate fell to approximately 9.5 in the current year
quarter from approximately 10.0 in the prior year quarter.
Engineering, selling and administrative expenses were $4.9 million in the
current quarter which is consistent with the prior year quarter.
Income from operations was $7.9 million in the current quarter, compared
to $7.3 million in the prior year quarter. The increased income from operations
was primarily due to the increase in sales as previously discussed above.
The effective income tax rate for the current quarter was 39 percent
compared to 38 percent in the prior year quarter. The increase is due to an
increase in the federal statutory tax rate resulting from higher net income
levels as well as an increase in the state effective tax rate. The overall
effective rate differs from the federal statutory tax rate primarily due to the
effects of state income taxes.
7
<PAGE> 8
Six months ended December 26, 1999 compared to the six months ended December 27,
1998
Net sales for the six months ended December 26, 1999 were $106.4 million,
an increase of 12 percent compared to net sales of $94.9 million for the six
months ended December 27, 1998. Sales to General Motors Corporation and Delphi
Automotive Corporation increased 17 percent to $49.1 million due to increased
production volumes. In addition, labor disruptions at General Motors Corporation
during July 1998 reduced sales to this customer by an estimated $4.4 million
during the prior year September quarter. Sales to the Ford Motor Company were
comparable to the prior year period levels due to a combination of model mix
changes and lower Taurus/Sable production. Sales to DaimlerChrysler Corporation
increased 18 percent to $16.2 million. The increase was primarily due to
increased vehicle production schedules and higher value mechanical and
electrical content in the locksets the Company supplies. Sales to Mitsubishi
Motor Manufacturing of America increased to $4.1 million compared to $1.3 in the
prior year period. This increase is due to the Company supplying locksets on the
newly introduced Mitsubishi Eclipse.
Gross profit as a percentage of net sales was 22.0 percent in the six
months ended December 26, 1999, compared to 22.3 percent in the six months ended
December 27, 1998. The lower gross margin is the result of several factors
including higher production start-up costs relating to the launch of the new
model year 2000 vehicles, plant rearrangement costs associated with the
Milwaukee facility, and product mix. In addition, the gross margin was
negatively impacted as inflationary cost pressures in Mexico over the last 12
months have resulted in higher U.S. dollar costs. The inflation rate in Mexico
for the 12 months ended December 1999 was approximately 13 percent while the
U.S. dollar/Mexican peso exchange rate fell to approximately 9.4 in the six
months ended December 26, 1999, from approximately 9.8 in the prior year period.
The negative impact of these factors was partially offset by a decrease in the
cost of zinc, which the Company uses at a rate of approximately 1 million pounds
per month, during the September quarter. The cost of zinc per pound averaged
approximately $.52 in the quarter ended September 26, 1999, compared to
approximately $.61 in the quarter ended September 27, 1998.
Engineering, selling and administrative expenses were $9.8 million in the
six months ended December 26, 1999, which is consistent with the prior year
period.
Income from operations was $13.7 million in the six months ended December
26, 1999, compared to $11.5 million in the prior year period. The increased
income from operations was primarily due to the increase in sales as previously
discussed above.
The effective income tax rate for the six months ended December 26, 1999,
was 39 percent compared to 37.6 percent in the prior year period. The increase
is due to an increase in the federal statutory tax rate resulting from higher
net income levels as well as an increase in the state effective tax rate. The
overall effective rate differs from the federal statutory tax rate primarily due
to the effects of state income taxes.
Liquidity and Capital Resources
The Company generated cash from operating activities of $16.5 million in
the six months ended December 26, 1999. In the six months ended December 27,
1998, the Company generated $9.4 in cash from operating activities. The
increased generation of cash is primarily due to the reduction in sales to
General Motors during June 1998 and July 1998 as a result of previously
discussed labor disruptions at this customer.
The Company's investment in accounts receivable decreased by approximately
$6.0 million to $30.1 million at December 26, 1999, as compared to $36.1 million
at June 27, 1999, primarily due to a decrease in outstanding billings for
customer tooling. Inventories increased by approximately $2.5 million at
December 26, 1999, as compared to June 27, 1999 in support of increased sales
levels.
8
<PAGE> 9
Capital expenditures during the six months ended December 26, 1999 were
$4.3 million compared to $3.8 million during the six months ended December 27,
1998. The Company anticipates that capital expenditures will be approximately $9
million to $10 million in 2000, primarily in support of requirements for new
product programs and the upgrade and replacement of existing equipment.
The Board of Directors of the Company has authorized a stock repurchase
program to buy back up to 1,389,395 outstanding shares. A total of 1,303,900
shares have been repurchased as of December 26, 1999, at a cost of approximately
$40.1 million. Additional repurchases may occur from time to time. Funding for
the repurchases was provided by cash flow from operations and borrowings under
existing credit facilities.
The Company has a $25 million unsecured, revolving credit facility (the
"Credit Facility") which expires October 2001. There were no outstanding
borrowings under the Credit Facility at December 26, 1999. Interest on
borrowings under the Credit Facility are at varying rates based, at the
Company's option, on the London Interbank Offering Rate, the Federal Funds Rate,
or the bank's prime rate. The credit facility contains various restrictive
covenants including covenants that require the Company to maintain minimum
levels for certain financial ratios such as tangible net worth, ratio of
indebtedness to tangible net worth and fixed charge coverage. The Company
believes that the Credit Facility will be adequate, along with cash flow from
operations, to meet its anticipated capital expenditure, working capital and
operating expenditure requirements.
Inflationary pressures have not significantly impacted the Company over
the last several years, except for zinc and Mexican assembly operations as noted
elsewhere in this Management's Discussion and Analysis.
Year 2000 Compliance
The Company began working on its Year 2000 readiness project in late 1997.
The project addressed operating systems, the manufacturing operations, customers
and suppliers. The Company is Year 2000 compliant. As of the date of this
report, the Company has no knowledge of any material Year 2000 matters that
could have a material adverse effect on the company's financial condition or
results of operations.
Mexican Operations
The Company has assembly operations in Juarez, Mexico. Since December 28,
1998, and prior to December 30, 1996, the functional currency of the Mexican
operation has been the Mexican peso. The effects of currency fluctuations result
in adjustments to the U.S. dollar value of the Company's net assets and to the
equity accounts in accordance with Statement of Financial Accounting Standard
(SFAS) No. 52, "Foreign Currency Translation." During the period December 30,
1996, to December 27, 1998, the functional currency of the Mexican Operation was
the U.S. dollar, as Mexico was then considered to be a highly inflationary
economy in accordance with SFAS No. 52. The effect of currency fluctuations in
the remeasurement process was included in the determination of income. The
effect of the December 28, 1998, functional currency change was not material to
the financial results of the Company.
Other
On October 19, 1999, the Company announced that it had signed a Memorandum
of Understanding with E. Witte Verwaltungsgesellschaft MBH, and its operating
unit, Witte-Velbert GmbH & Co. KG, which details the intent to form a strategic
alliance and joint venture. Witte, of Velbert, Germany, is a privately held, QS
9000 and VDA 6.1 certified automotive supplier with sales of over DM300 million
in their last fiscal year. Witte designs, manufactures and markets components
including locks and keys, hood latches, rear compartment latches, seat back
latches, door handles and specialty fasteners. Witte's primary market for these
products has been Europe. The proposed Witte-STRATTEC alliance provides for the
manufacture, distribution and sale of Witte products by the Company in North
America, and the manufacture, distribution and sale of the Company's products by
Witte in Europe. Additionally, a joint venture company in which each company
holds a 50 percent interest will be established to seek opportunities to
manufacture and sell both companies' products in other areas of the world.
9
<PAGE> 10
Forward Looking Statements
A number of the matters and subject areas discussed in this Form 10-Q that
are not historical or current facts deal with potential future circumstances and
developments. These include expected future financial results, product
offerings, global expansion, liquidity needs, financing ability, planned capital
expenditures, management's or the Company's expectations and beliefs, and
similar matters discussed in the Company's Management Discussion and Analysis of
Results of Operations and Financial Condition. The discussions of such matters
and subject areas are qualified by the inherent risk and uncertainties
surrounding future expectations generally, and also may materially differ from
the Company's actual future experience.
The Company's business, operations and financial performance are subject
to certain risks and uncertainties which could result in material differences in
actual results from the Company's current expectations. These risks and
uncertainties include, but are not limited to, general economic conditions, in
particular, relating to the automotive industry, consumer demand for the
Company's and its customer's products, competitive and technological
developments, foreign currency fluctuations and costs of operations.
Shareholders, potential investors and other readers are urged to consider
these factors carefully in evaluating the forward-looking statements and are
cautioned not to place undue reliance on such forward-looking statements. The
forward-looking statements made herein are only made as of the date of this Form
10-Q and the Company undertakes no obligation to publicly update such
forward-looking statements to reflect subsequent events or circumstances.
Item 3 Quantitative and Qualitative Disclosures About Market Risk
The Company does not utilize financial instruments for trading purposes
and holds no derivative financial instruments which would expose the Company to
significant market risk. The Company has not had outstanding borrowings since
December 1997. The Company has been in an investment position since this time
and expects to remain in an investment position for the foreseeable future.
There is therefore no significant exposure to market risk for changes in
interest rates. The Company is subject to foreign currency exchange rate
exposure related to the Mexican assembly operations.
10
<PAGE> 11
Part II
Other Information
Item 1 Legal Proceedings - None
Item 2 Changes in Securities and Use of Proceeds - None
Item 3 Defaults Upon Senior Securities - None
Item 4 Submission of Matters to a Vote of Security Holders -
At the Company's Annual Meeting held on October 26, 1999, the
shareholders voted to elect Michael J. Koss and John G. Cahill as
directors for a term to expire in 2002. The number of votes cast for
and withheld in the election of Michael J. Koss were 4,071,288 and
16,446, respectively. The number of votes cast for and withheld in the
election of John G. Cahill were 4,078,412 and 9,322, respectively.
Directors whose term continued after the meeting include Harold M.
Stratton II and Robert Feitler with a term expiring in 2000 and Frank
J. Krejci with a term expiring in 2001.
Item 5 Other Information - None
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits
3.1* Amended and Restated Articles of Incorporation of the
Company
3.2* By-Laws of the Company
4.1* Rights Agreement dated as of February 6, 1995 between the
Company and Firstar Trust Company, as Rights Agent
27 Financial Data Schedule
(b) Reports on Form 8-K - None
- ----------------------
* Incorporated by reference to Amendment No. 2 to the Company's Form 10 filed on
February 6, 1995.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
STRATTEC SECURITY CORPORATION (Registrant)
Date: February 7, 2000 By /S/ Patrick J. Hansen
-----------------------
Patrick J. Hansen
Vice President,
Chief Financial Officer,
Treasurer and Secretary
(Principal Accounting and Financial Officer)
11
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUL-02-2000
<PERIOD-START> JUN-28-1999
<PERIOD-END> DEC-26-1999
<CASH> 10,475
<SECURITIES> 0
<RECEIVABLES> 30,351
<ALLOWANCES> 250
<INVENTORY> 16,305
<CURRENT-ASSETS> 66,498
<PP&E> 85,396
<DEPRECIATION> 44,098
<TOTAL-ASSETS> 107,796
<CURRENT-LIABILITIES> 33,441
<BONDS> 0
0
0
<COMMON> 60
<OTHER-SE> 60,671
<TOTAL-LIABILITY-AND-EQUITY> 107,796
<SALES> 106,393
<TOTAL-REVENUES> 106,393
<CGS> 82,956
<TOTAL-COSTS> 82,956
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 32
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 14,184
<INCOME-TAX> 5,532
<INCOME-CONTINUING> 8,652
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,652
<EPS-BASIC> 1.64
<EPS-DILUTED> 1.60
</TABLE>
